§ 55A-2-02. Articles of incorporation. - North Carolina Statutes

§ 55A‑2‑02. Articles of incorporation.

(a)        The articles ofincorporation shall set forth:

(1)        A corporate name forthe corporation that satisfies the requirements of G.S. 55D‑20 and G.S.55D‑21;

(2)        If the corporationis a charitable or religious corporation, a statement to that effect if it wasincorporated on or after the effective date of this Chapter;

(3)        The street address,and the mailing address if different from the street address, of thecorporation's initial registered office, the county in which the initialregistered office is located, and the name of the corporation's initialregistered agent at that address;

(4)        The name and addressof each incorporator;

(5)        Whether or not thecorporation will have members;

(6)        Provisions notinconsistent with law regarding the distribution of assets on dissolution; and

(7)        The street address,and the mailing address, if different from the street address, of the principaloffice, and the county in which the principal office is located.

(b)        The articles ofincorporation may set forth any provision that under this Chapter is requiredor permitted to be set forth in the bylaws, and may also set forth:

(1)        The purpose orpurposes for which the corporation is organized, which may be, either alone orin combination with other purposes, the transaction of any lawful activity;

(2)        The names andaddresses of the individuals who are to serve as the initial directors;

(3)        Provisions notinconsistent with law regarding:

a.         Managing andregulating the affairs of the corporation;

b.         Defining, limiting,and regulating the powers of the corporation, its board of directors, andmembers (or any class of members); and

c.         The characteristics,qualifications, rights, limitations, and obligations attaching to each or anyclass of members;

(4)        A provision limitingor eliminating the personal liability of any director for monetary damagesarising out of an action whether by or in the right of the corporation orotherwise for breach of any duty as a director. No such provision shall be effectivewith respect to (i) acts or omissions that the director at the time of thebreach knew or believed were clearly in conflict with the best interests of thecorporation, (ii) any liability under G.S. 55A‑8‑32 or G.S. 55A‑8‑33,(iii) any transaction from which the director derived an improper personalfinancial benefit, or (iv) acts or omissions occurring prior to the date theprovision became effective. As used herein, the term "improper personalfinancial benefit" does not include a director's reasonable compensationor other reasonable incidental benefit for or on account of his service as adirector, trustee, officer, employee, independent contractor, attorney, orconsultant of the corporation. A provision permitted by this Chapter in thearticles of incorporation, bylaws, or a contract or resolution indemnifying oragreeing to indemnify a director against personal liability shall be fullyeffective whether or not there is a provision in the articles of incorporationlimiting or eliminating personal liability.

(c)        The articles ofincorporation need not set forth any of the corporate powers enumerated in thisChapter. (1955,c. 1230; 1957, c. 979, s. 11; 1959, c. 1161, s. 5; 1985 (Reg. Sess., 1986), c.801, ss. 3, 4; 1993, c. 398, s. 1; 1995, c. 539, s. 17; 2001‑358, s. 20;2001‑387, ss. 173, 175(a); 2001‑413, s. 6.)